Common use of Conditions to Indemnification Clause in Contracts

Conditions to Indemnification. A Person seeking recovery under this Article 13 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 13, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, (b) not settle or otherwise resolve such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 1312, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery modification under this Article 13 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery indemnification is sought (the “Indemnifying Party”) and); provided, provided that that, the Indemnifying Party is not contesting its obligation under this Article Section 13, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 11 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery indemnification is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 1311, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person An Archemix Indemnitee seeking recovery under this Article 13 8 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, Ophthotech and provided that the Indemnifying Party Ophthotech is not contesting its obligation under this Article 138, shall permit the Indemnifying Party Ophthotech to control any litigation relating to such Claim and the disposition of such claimClaim (including without limitation any settlement thereof); provided that the Indemnifying Party provided, that, Ophthotech shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, (b) not settle or otherwise resolve such claim Claim without the prior written consent of the such Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement includes a full release of the Indemnified Party, in which case Ophthotech may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. The Each Indemnified Party shall cooperate with the Indemnifying Party Ophthotech in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 13, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article Section 13 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article Section 13, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article Section 13, (b) not settle or otherwise resolve such claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 406 of the Securities Act. Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 1312, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person An Archemix Indemnitee seeking recovery under this Article 13 8 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, Ophthotech and provided that the Indemnifying Party Ophthotech is not contesting its obligation under this Article 138, shall permit the Indemnifying Party Ophthotech to control any litigation relating to such Claim and the disposition of such claimClaim (including without limitation any settlement thereof); provided that the Indemnifying Party provided, that, Ophthotech shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, (b) not settle or otherwise resolve such claim Claim without the prior written consent of the such Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement includes a full release of the Indemnified Party, in which case Ophthotech may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. The Each Indemnified Party shall cooperate with the Indemnifying Party Ophthotech in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person person seeking recovery under this Article 13 Section 5 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 13Section 5, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that the Indemnifying Party shall (a) act acts reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) does not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 (the Sections 9.1 or 9.2(the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 13Sections 9.1 or 9.2, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claim; Claim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and respectsand shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 12 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery indemnification is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 1312, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person An Indemnified Party seeking recovery under this Article 13 (the “Indemnified Party”) 10 in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 1310, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under this Article 1310, (b) not settle or otherwise resolve such claim Claim without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 (the 9(the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 139, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and respectsand shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 10 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which which-recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 131.0, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under under, this Article 13, (b) not 10. The Indemnifying Party may settle or otherwise resolve such claim without the prior written consent of the Indemnified Party if and only if the resolution of such claim (which consent shall i) does not be unreasonably withheld, conditioned subject the Indemnified Party to any obligation or delayed)duty whatsoever and (ii) does not require or imply any acknowledgement of fault on the part of the Indemnified Party. The Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.. Any other disposition of such suit shall require ROSETTA’S prior written consent, which shall not be unreasonably withheld, conditioned or delayed,

Conditions to Indemnification. A Person seeking recovery under this Article 13 (the 9(the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 139, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claim; Claim, provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and respectsand shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery indemnification is sought (the “Indemnifying Party”) and); provided, provided that that, the Indemnifying Party is not contesting its obligation under this Article 13, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 11 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 1311, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 9 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought (the “Indemnifying Party”) and, ; provided that the Indemnifying Party is not contesting its obligation under this Article 139, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 18.2.1 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery indemnification is sought (the “Indemnifying Party”) and, provided that the Indemnifying Party is not contesting its obligation under this Article 1318.2.1, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person An Archemix Indemnitee seeking recovery under this Article 13 7 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery is sought indemnifying party (the “Indemnifying Party”) and, and provided that the Indemnifying Party is not contesting its obligation under this Article 137, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim (including without limitation any settlement thereof); provided that provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, (b) not settle or otherwise resolve such claim Claim without the prior written consent of the such Indemnified Party (Party, which consent shall not be unreasonably withheld, conditioned or delayed), unless such settlement includes a full release of the Indemnified Party, in which case the indemnifying Party may settle or otherwise resolve such Claim without the prior written consent of such Indemnified Party. The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.

Conditions to Indemnification. A Person seeking recovery under this Article 13 11 (the “Indemnified Party”) in respect of a Claim shall give prompt notice of such Claim to the Party from which recovery indemnification is sought (the “Indemnifying Party”) and); provided, provided that that, the Indemnifying Party is not contesting its obligation under this Article 1311, shall permit the Indemnifying Party to control any litigation relating to such Claim and the disposition of such claimClaim; provided that provided, that, the Indemnifying Party shall (a) act reasonably and in good faith with respect to all matters relating to the settlement or disposition of such Claim as the settlement or disposition relates to Parties being indemnified under Article 13, such Indemnified Party and (b) not settle or otherwise resolve such claim without the prior written consent of the such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Each Indemnified Party shall cooperate with the Indemnifying Party in its defense of any such Claim in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim.